UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Steel Dynamics, Inc. (the “Company”) previously approved, subject to shareholder approval, the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan (the “Plan”). At the Company’s Annual Meeting of Shareholders on May 9, 2024, the Company’s shareholders approved the Plan. The Plan allows “Eligible Employees” (regular full-time employees whose customary employment is at least 30 hours per week and 1,000 hours annually, and have completed 30 days of “Service”) to purchase shares of the Company’s common stock, in the open market through a “Designated Broker” and at fair market value, through regular payroll deductions and certain “matching” contributions by the Company.
The foregoing brief description of the Plan is qualified in its entirety by the text of the Plan. A detailed summary of the material terms of the Plan appears on pages 75 – 78 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 28, 2024, and is incorporated herein by reference. That summary and the foregoing description of the Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.64 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 9, 2024. Of the 157,947,385 shares of common stock issued and outstanding as of the record date on March 18, 2024, 143,487,187 shares were present, in person or by proxy, thus constituting a quorum of 90.84% of the total shares outstanding and entitled to vote.
At the meeting, shareholders elected all ten of the directors nominated by the Board of Directors, to serve for a term of one year and until their successors are duly elected and qualified; ratified the appointment of Ernst & Young LLP independent registered public accounting firm as the Company’s auditors for the year ending December 31, 2024; approved, by an advisory vote, named executive officer compensation for 2023; approved the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan; and did not approve the shareholder proposal to adopt a shareholder right to call a special shareholder meeting.
Set forth below are the final share voting results for each of the proposals.
| (1) | Election of ten (10) director nominees for a one-year term and until their successors are duly elected and qualified. |
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Mark D. Millett | 124,287,111 | 9,401,675 | 1,064,028 | 8,734,373 | ||||||||||||
| Sheree L. Bargabos | 129,662,866 | 4,378,934 | 711,014 | 8,734,373 | ||||||||||||
| Kenneth W. Cornew | 130,110,452 | 3,922,204 | 720,158 | 8,734,373 | ||||||||||||
| Traci M. Dolan | 130,294,293 | 3,740,832 | 717,689 | 8,734,373 | ||||||||||||
| Jennifer L. Hamann | 133,921,184 | 119,889 | 711,741 | 8,734,373 | ||||||||||||
| James C. Marcuccilli | 128,216,010 | 5,717,596 | 819,208 | 8,734,373 | ||||||||||||
| Bradley S. Seaman | 125,669,659 | 8,249,679 | 833,476 | 8,734,373 | ||||||||||||
| Gabriel L. Shaheen | 130,456,055 | 3,576,554 | 720,205 | 8,734,373 | ||||||||||||
| Luis M. Sierra | 133,386,996 | 650,461 | 715,357 | 8,734,373 | ||||||||||||
| Richard P. Teets, Jr. | 130,884,946 | 3,166,802 | 701,066 | 8,734,373 | ||||||||||||
| (2) | Proposal to ratify the appointment of Ernst & Young LLP independent registered public accounting firm as the Company’s auditors for the year ending December 31, 2024. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 131,783,743 | 10,962,742 | 740,702 | - | |||||||||||
| (3) | Proposal to approve, by an advisory vote, named executive officer compensation for 2023. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 123,502,265 | 10,472,095 | 778,454 | 8,734,373 | |||||||||||
| (4) | Proposal to approve the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 133,571,452 | 92,150 | 1,089,212 | 8,734,373 | |||||||||||
| (5) | Shareholder proposal to adopt a shareholder right to call a special shareholder meeting. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 54,857,944 | 79,692,064 | 202,806 | 8,734,373 | |||||||||||
Item 8.01. Other Events
On May 10, 2024, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Announces Second Quarter 2024 Cash Dividend.” A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d ) Exhibits.
The following exhibits are filed with this report:
| 99.1 | A press release dated May 10, 2024, titled “Steel Dynamics Announces Second Quarter 2024 Cash Dividend.” |
| 104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.
| STEEL DYNAMICS, INC. | ||
| /s/ Theresa E. Wagler | ||
| Date: May 14, 2024 | By: | Theresa E. Wagler |
| Title: | Executive Vice President and Chief Financial Officer | |